There shall be a committee of the Board of Directors of Aptimus.com, Inc. (the "Company") to be known as the Compensation Committee. The Compensation Committee shall be composed of two or more directors who are independent of the management of the Company and are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a Committee member.

The Compensation Committee shall provide assistance to the Board of Directors in fulfilling its responsibility to the shareholders, potential shareholders, and the investment community relating to the achievement of the overall goals and objectives of the Company through the adoption of an appropriate compensation philosophy and an effective compensation program that will attract and retain superior talent and reward performance.

In carrying out its responsibilities, the policies and procedures of the Compensation Committee should align compensation with business objectives and performance, and enable the Company to attract, retain and reward executive officers whose contributions are critical to the long-term success of the Company. The Compensation Committee shall, within limits prescribed by the Board of Directors, have authority to approve the award of stock options to employees. In carrying out these responsibilities, the Compensation Committee will:

• Evaluate independent compensation data for a broad group of companies of comparable size within the industry, with the power to retain outside compensation consultants for this purpose, if, in its judgment, that is appropriate.
  
  
• Review salary progressions, bonus allocations, stock option awards, and the awards of supplemental benefits and perquisites for key executives and compare them against the compensation objectives and overall performance of the Company.
  
  
• Determine on an annual basis the compensation to be paid to the Chief Executive Officer and to each of the other executive officers of the Company.
  
  
• Determine the goals and objectives upon which stock option awards shall be made.
  
  
• Prepare a report to stockholders to be included in the proxy relating to the annual meeting of stockholders.
  
  
• Submit the minutes of all meetings of the Compensation Committee to, or discuss the matters discussed at each committee meeting with, the Board of Directors.